Netflix Moves Forward with Warner Bros. Discovery Acquisition

On February 17, 2026, Netflix, Inc. announced a significant development regarding its acquisition of Warner Bros. Discovery, Inc. (WBD). The company revealed that WBD has filed a definitive proxy statement, paving the way for a special meeting set for March 20, 2026. This meeting aims to secure approval for the acquisition of Warner Bros., including its prestigious film and television studios, as well as the popular HBO Max and HBO platforms.

In its statement, Netflix emphasized that this marks another crucial milestone in a transaction they believe offers superior value to WBD stockholders. This confidence stems from a robust strategic review process, which Netflix claims has been characterized by constructive communication with WBD. In contrast, the company pointed out the distractions caused by the competing bid from Paramount Skydance (PSKY).

To mitigate these distractions, Netflix has granted WBD a narrow seven-day waiver of certain obligations under their merger agreement, allowing WBD to engage with PSKY to resolve ongoing matters. However, Netflix maintains that its offer is the only signed, board-recommended agreement that ensures value for WBD's stockholders.

Netflix and WBD are optimistic that the merger will enhance content offerings for audiences worldwide. The combined entities aim to provide greater choice and value, expanding access to a range of exceptional films and series across various platforms, both in theaters and at home. The transaction is also expected to bolster production capacity and drive investment in original content, ultimately leading to long-term job creation in the entertainment sector.

The acquisition is anticipated to receive timely regulatory approval, with both Netflix and WBD having already submitted their Hart-Scott-Rodino (HSR) filings. The companies are actively collaborating with competition authorities, including the U.S. Department of Justice (DOJ), state Attorneys General, the European Commission, and the U.K. Competition and Markets Authority (CMA). Netflix expressed confidence in a constructive and collaborative approach to regulatory processes, setting a clear path towards closing the deal.

Netflix took the opportunity to address concerns regarding the competing bid from PSKY, criticizing its approach to the regulatory review process. Netflix argued that PSKY has mischaracterized potential regulatory challenges, misleading WBD stockholders about the ease of their proposal. The company highlighted that PSKY's acquisition would create significant overlaps in major Hollywood studios, theatrical distribution channels, TV studios, news networks, and sports distributors, raising antitrust concerns globally.

Netflix also pointed out substantial financial risks associated with PSKY's aggressive financing strategy. Should PSKY's proposal move forward, it could result in around $84 billion of total pro forma debt, marking it as the largest leveraged buyout in history. Netflix highlighted the significant need for PSKY to achieve $16 billion in cost savings to meet their leverage target, which could necessitate severe job cuts and harm the entertainment industry.

As the date for the special meeting approaches, Netflix urges WBD stockholders to vote in favor of the acquisition. A dedicated website, votewbdnetflix.com, has been set up to provide ongoing information and resources regarding the transaction.

With the definitive proxy statement filed and a special meeting on the horizon, Netflix's proposed acquisition of Warner Bros. Discovery is poised to reshape the entertainment landscape. The merger promises enhanced value for consumers and creators alike while navigating a complex regulatory environment. As both companies work towards closing this deal, the stakes for WBD stockholders have never been higher.